Although we cannot predict the timing or amount of any such distributions, to the extent funds are available for distribution to stockholders, the Board intends to seek to distribute such funds to our stockholders as quickly as possible, as permitted by the DGCL and compliance committee,the Plan of Dissolution, and he previously servedwill take all reasonable actions to optimize the distributable value to our stockholders.

On November 3, 2023, we received a letter (the “Nasdaq Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, because the closing bid price for our common stock has been below $1.00 per share for 30 consecutive business days, we no longer comply with the minimum bid price requirement for continued listing on the boardNasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of directors$1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of Medibio Limited (ASX: MEB) (OTCQB: MDBIF). Dr. Prendergast obtained his medical degree30 consecutive business days.

The Nasdaq Notice has no immediate effect on the listing of our common stock on the Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial compliance period of 180 calendar days, or until May 1, 2024, to regain compliance with honors from the UniversityMinimum Bid Price Requirement. During the compliance period, shares of West Indiesour common stock will continue to be listed and attended Oxford University astraded on the Nasdaq Capital Market. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a Rhodes Scholar, earning an M.A. degreeminimum of ten consecutive business days during the 180 calendar day grace period.

In the event we are not in physiology. He obtained his Ph.D. in Biochemistrycompliance with the Minimum Bid Price Requirement by May 1, 2024, we may be afforded a second 180 calendar day grace period. To qualify, we would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. In addition, we would be required to provide written notice of our intention to cure the minimum bid price deficiency during this second 180-day compliance period by effecting a reverse stock split, if necessary.

If the Dissolution is approved by our stockholders and if the Board determines to proceed with the Dissolution, we will close our transfer books at the University of Minnesota. We believe that Dr. Prendergast’s extensive experience and expertise as a medical clinician, researcher and academician, particularly in the areas of oncology and personalized medicine, developed through his roles with Mayo Clinic, including serving as directoreffective time of the Mayo Clinic Cancer CenterCertificate of Dissolution (the “Effective Time”). After such time, we will not record any further transfers of our common stock, except pursuant to the provisions of a deceased stockholder’s will, intestate succession, or operation of law, and we will not issue any new stock certificates, other than replacement certificates. In addition, after the Mayo Clinic Center for Individualized Medicine, qualify himEffective Time, we will not issue any shares of our common stock upon exercise of outstanding options, warrants, or restricted stock units. As a result of the closing of our transfer books, it is anticipated that distributions, if any, made in connection with the Dissolution will likely be made pro rata to servethe same stockholders of record as a memberthe stockholders of record as of the Effective Time, and it is anticipated that no further transfers of record ownership of our common stock will occur after the Effective Time.

However, such process may be protracted and we may be required to continue to file Current Reports on our Board.

In general terms, when we dissolve, we will cease conducting our business, wind up our affairs, dispose of our non-cash assets, pay or otherwise provide for our obligations, and eachdistribute our remaining assets, if any, during a post-dissolution period of whom metat least three years, as required by the independenceDGCL. With respect to the Dissolution, we will follow the dissolution and winding-up procedures prescribed by the DGCL, as described in further detail under “Proposal 1 — Approval of the Dissolution Pursuant to the Plan of Dissolution — Delaware Law Applicable to Our Dissolution” beginning on page 17 of this proxy statement. Our liquidation, winding-up and distribution procedures will be further guided by our Plan of Dissolution, as described in further detail under “Proposal 1 — Approval of the Dissolution Pursuant to the Plan of Dissolution — Our Plan of Dissolution” beginning on page 20 of this proxy statement. You should carefully consider the risk factors relating to our complete liquidation and dissolution and described under “Risk Factors — Risks Related to The Dissolution” beginning on page 9 of this proxy statement.

Subject to the requirements of the Nasdaq Marketplace. The NominatingDGCL and Corporate Governance Committee acts under a written charter, which is available on our website at https://ir.neubasetherapeutics.com/corporate-governance/governance-documents. We havePlan of Dissolution, as further described below, we will use our existing cash to pay for our winding-up procedures, including:

Our estimate of the annual performance-based cash incentive programanticipated initial distribution amounts is preliminary and many of the factors that are necessary to determine how much, if any, we will be able to distribute to our stockholders in liquidation are subject to change and outside of our control. While we intend to pursue matters related to our liquidation and winding up as wellquickly as possible if we obtain approval from our stockholders, the equity strategytiming of many elements of this process after our Dissolution will not be entirely within our control and, therefore, we are unable to estimate when we would be able to begin making any post-Dissolution liquidating distributions to our stockholders. See the section titled “Risk Factors — Risks Related to The Dissolution” beginning on page 9 of this proxy statement.

In the ordinary course from time to time, our Board and management team have evaluated and considered a variety of financial and strategic opportunities for the Company covering dilution, grant levelsas part of our long-term strategy to enhance value for our stockholders, including potential acquisitions, divestitures, business combinations and typeother transactions.

As part of equity;the ongoing consideration and (iii) meetingevaluation of our long-term prospects and strategies, our Board frequently reviews, with our management, strategic and financial alternatives in light of developments in our business, the competitive landscape, the economy generally and financial markets, all with the Compensation Committeegoal of enhancing value for our stockholders. As part of this process, from time to review elements of executive compensation including the competitiveness of the executive compensation program. After review, the Compensation Committeetime, our management has determined that there is no conflict of interest resulting from retaining Compensia currently engaged in business development and/or during the year ended September 30, 2022. In reaching these conclusions, the Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1.

Historically, we have been a preclinical-stage biopharmaceutical company developing a modular peptide nucleic acid antisense oligo platform to address genetic diseases with a single, cohesive approach. We planned to use our platform to address diseases that have a genetic source, with an intentinitial focus on gene silencing in myotonic dystrophy type 1, Huntington’s disease, and oncology. In October 2022, we announced plans to holdexpand our focus to include the advancement of the differentiated gene editing capabilities of our platform.

During the course of July 2023, in light of then-recent developments regarding our gene editing program, our Board and management discussed potential licensing collaborations, strategic transaction opportunities (including a potential reverse merger with one of two strategic operating companies, sale of the Company, and in-licensing transactions) and a dissolution and organized wind-down of the Company, while management continued to evaluate the impact of such shares throughdevelopments on the dateCompany’s future business operations.

In July 2023, our Board approved a reduction in workforce designed to reduce costs and reallocate resources while maintaining the personnel needed to focus on activities relating to halting further development of the Company’s next annual meeting. The written request shall also provideprograms and the name, contact information, biographical informationpursuit of strategic alternatives (the “Restructuring”). Our management implemented the Restructuring in August 2023 and qualificationssuch Restructuring resulted in a reduction of the Board candidate(s)our workforce by approximately 83% across different areas and information relating to all shares deemed beneficially held by such candidate(s), and must also include the candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if nominated and elected. The stockholder shall include such other information with respect to the nominee required under the rules and regulations of the SEC to be included in our proxy statement if such proposed candidate were to be included therein. In addition, the stockholder shall include a statement that the proposed candidate has no direct or indirect business conflict of interest with the Company, consents to be interviewed by the Nominating and Corporate Governance Committee if it so chooses and otherwise meets our standards set forth below.

We are a corporation organized under the laws of the State of Delaware and the Dissolution will be governed by the DGCL. The following is a brief summary of some of the DGCL provisions applicable to the Dissolution. The following summary is qualified in its entirety by Sections 275 through 283 of the DGCL, which are attached to this proxy statement as Annex B.

A dissolved corporation continues its existence for three years after dissolution, or such longer period as the Delaware Court of Chancery may direct, for the oversightpurpose of risk management. Our Board believesprosecuting and defending suits and enabling the corporation to settle and close its administrationbusiness, to dispose of and convey its risk oversight function hasproperty, to discharge its liabilities and to distribute to its stockholders any remaining assets. A dissolved corporation may not, affected its leadership structure.

The Plan of Dissolution contemplates the sale of all of our remaining non-cash assets, including our intellectual property, if and at such time as the Board may approve, without further stockholder approval. The Plan of Dissolution does not specify the manner in which we intendmay sell our assets. Such sales could take the form of sales of individual assets, sales of groups of assets organized by type of asset or otherwise, a single sale of all or substantially all of our assets, or some other form of sale. The assets may be sold to one or more purchasers in one or more transactions over a period of time. Following any such sale of assets, we do not believe that any of our remaining non-cash assets will be material. It is not anticipated that any further stockholder votes will be solicited with respect to the approval of the specific terms of any particular sales of assets approved by the Board. We do not anticipate amending or supplementing this proxy statement to reflect any such agreement or sale, unless required by applicable law, or selling any additional assets in the future. See the section titled “Risk Factors — Risks Related to the Dissolution” beginning on page 9 of this proxy statement.

We will pay all costs and expenses that the majority of equity awards to our employees be made pursuant to initial grants or our annual grant program, the Compensation Committee retains discretion to grant equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the Compensation Committee.

While we do not currently propose transferring our assets to a committee duly appointedliquidating trust, we may do so if deemed appropriate by the board.

Notwithstanding the authorization of the combined company’s stock at an exercise price adjusted forDissolution by our stockholders as described in this proxy statement, the exchange ratio pursuantBoard will have the right, as permitted by the DGCL, to abandon the Merger Agreement.

Under Delaware law, we are required, in connection with the Dissolution, to pay or make reasonable provision for payment of our liabilities and replacedobligations. We will pay all of our expenses (including operating and wind-up expenses to be incurred throughout the Stephan Employment Agreement. PursuantDissolution and wind-up process) and other known, non-contingent liabilities. We have used and anticipate continuing to use cash until the end of the Survival Period for a number of items, including, but not limited to, the Offerfollowing:

We will serve as the Company’s President, as applicable, and Chief Executive Officer, his initial annualized salarymaintain a reserve, consisting of cash or other assets that we believe will be $450,000adequate for the satisfaction of all of our current unknown, contingent and/or conditional claims and heliabilities. We may also take other steps to provide for the satisfaction of the reasonably estimated amount of such claims and liabilities, including acquiring insurance coverage with respect to certain claims and liabilities.

The estimated amount of the reserve is based upon certain estimates and assumptions and a review of our estimated operating expenses and future estimated liabilities, including, without limitation, estimated operating costs, directors’ and officers’ insurance, legal, accounting and consulting fees and miscellaneous expenses, and accrued expenses reflected in our financial statements. There can be no assurance that the reserve will be eligiblesufficient. If any of our estimates regarding the expenses to receive a discretionary annual performance bonusbe incurred in the liquidation process, including expenses of uppersonnel required and other operating expenses (including legal, accounting and consulting fees) necessary to 35% of his base salary. On January 7, 2022,dissolve and liquidate the Company increased Dr. Stephan’s base salaryand the expenses to $540,000 and determined he would be eligible to receive a discretionary annual performance bonus of up to 50% of his base salary in calendar year 2021.

If Dr. Mann was terminateda partnership (or other entity or arrangement treated as a partnership for U.S. federal tax purposes) is a beneficial owner of shares of our common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership.

Until all of our remaining assets have been distributed to our stockholders or a liquidating trust and the liquidation is complete, we will continue to be subject to U.S. federal income tax on our income, if any, such as interest income. We will recognize gain or loss, if any, upon the sale of any assets held directly by us without cause (whether or not in connection with a changeour Dissolution in control), we would have been obligated to pay Dr. Mann (1) severance pay at a ratean amount equal to one hundred percent (100%) of his base salary for a period of twelve (12) months from the date of termination, (2) reimbursement of 12 months of health benefits (COBRA subsidization) in accordance with the Company’s standard expense reimbursement procedures and (3) subject to the discretion of the Board, a prorated portion of his annual bonus target for the year of termination.

Generally, gain or loss recognized by a stockholder in connection with the proposed Dissolution will be capital gain or loss, and will be long-term capital gain or loss if the stockholder has held a share or block for more than one year or short-term capital gain or loss if the stockholder has held the share or block for one year or less. Certain stockholders, including individuals, may qualify for preferential tax rates on long-term capital gains. The following table outlinesdeductibility of capital losses is subject to certain limitations. While we do not anticipate distributing any contingent claims to our stockholders or a liquidating trust as part of the adjustmentsproposed Dissolution, amounts, if any, received by a stockholder upon the resolution of a contingent claim that has been distributed could be considered ordinary income rather than capital gain. Stockholders should consult their own tax advisors with respect to the tax consequences of receiving a contingent claim as part of the proposed Dissolution.

Distributions to any stockholder that fails to provide the appropriate certification in accordance with applicable Treasury Regulations generally will be reduced by backup withholding at the rate applicable at the time of the distributions. Backup withholding generally will not apply to payments made to certain exempt recipients, such as corporations. Backup withholding is not an additional tax. Amounts that are withheld under backup withholding rules may be refunded or credited against the compensation earned by our CEO and non-CEO NEOs, as presentedstockholder’s U.S. federal income tax liability, if any, provided that certain required information is furnished to the IRS in a timely manner. Stockholders should consult their own tax advisors regarding the Summary Compensation Table, to derive the Compensation Actually Paid to our CEO and non-CEO NEOs.

The following table sets forth information with respect to the beneficial ownership, as of the Record Date,March 15, 2024, of common stock by (a) each of our Named Executive Officersnamed executive officers and current directors individually, (b) our current directors and executive officers as a group, and (c) each holder of more than 5% of the Company’s outstanding common stock.

This table is based upon information supplied by officers, directors and principal stockholders and a review of Schedules 13D and 13G, if any, filed with the SEC. Other than as set forth below, we are not aware of any other beneficial owner of more than 5% of the Company’s common stock as of the Record Date.March 15, 2024. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Beneficial ownership and percentage ownership are determined in accordance with the Rule 13d-3 of the Exchange Act. Under these rules, shares of our common stock issuable under stock options or warrants that are exercisable within 60 days of the Record DateMarch 15, 2024 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options or warrant(s), but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of our common stock, except for those jointly owned with that person’s spouse.

Section 16(a) ofThe SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the Securities Exchange Act requires our executive officers, directors and persons who beneficially own greater than 10% of a registered class of its equity securities to file certain reports with the SECdelivery requirements for proxy materials with respect to ownership and changes in ownershiptwo or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders unless we have received contrary instructions from one or more of the common stockstockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and our other equity securities.

The Board does not know of any other business that will be considered for inclusionpresented at the Special Meeting. If any business is properly brought before the Special Meeting, it is intended that proxies in the Proxy Statement for the 2024 Annual Meetingenclosed form will be voted in respect thereof in accordance with Rule 14a-8 under the Exchange Act, if they are received by the Company’s Secretary, on or before April 17, 2024. If the datejudgment of the 2024 Annual Meeting changes by more than 30 days frompersons voting the first anniversary date of the Annual Meeting, then the deadline to submit a stockholder proposal will be a reasonable time before the Company begins to print and send its proxy materials. Upon such an occurrence, the Company will publicly announce the deadline for submitting a stockholder proposal by means of disclosure in a press release or in a document filed with the SEC.